Common use of Default by Seller Clause in Contracts

Default by Seller. If Purchaser shall not be in default hereunder and if Seller refuses or fails to consummate the Closing under this Contract other than due to a termination permitted hereunder or a failure of a condition precedent to Seller's obligation to close as set forth in Section 7.2 hereof, Purchaser may, at Purchaser's sole option, as its sole and exclusive remedies, either (a) terminate this Contract in which event neither party shall have any further rights, duties or obligations hereunder except for provisions of this Contract which expressly survive the termination hereof, and Purchaser shall be entitled to a refund of the Xxxxxxx Money Deposit, or (b) enforce specific performance of this Contract. Notwithstanding anything contained in this Section to the contrary, in the event of (x) (i) any breach by Seller of any representation or warranty under this Contract which survives the Closing, and (ii) the Closing occurs under this Contract or (y) any breach by Seller of any indemnity under this Contract which survives the Closing or termination of this Contract, in either the case of (x) or (y), Purchaser shall have any rights and remedies available at law or in equity by reason of such breach, excluding, however, any punitive, speculative or consequential damages or damages for loss of opportunity or lost profit. Except as otherwise provided in this Section 10.2, in no event shall Seller be liable to Purchaser for any damages, including, without limitation, any actual, punitive, speculative or consequential damages or damages for loss of opportunity or lost profit.

Default by Seller. If Purchaser shall not be in default hereunder and if Seller refuses or fails to consummate the Closing under this Contract other than due to a termination permitted hereunder in this Contract or a failure of a condition precedent to Seller's obligation to close as set forth in Section SECTION 7.2 hereof, then Purchaser may, at Purchaser's sole option, as its sole and exclusive remediesremedy, either (a) terminate this Contract and receive from Seller $37,000 liquidated damages, in which event neither party shall have any further rights, duties or obligations hereunder except for provisions of this Contract which expressly survive the termination as provided in SECTIONS 5.1.5 and 11.1 hereof, and Purchaser shall be entitled to a refund of the Xxxxxxx Earnest Money Deposit, or xx (bx) enforce specific performance of this ContractContract against Seller. Notwithstanding anything contained in this Section to the contrary, in the event of (x) (i) any breach by Seller of any representation or warranty under this Contract which survives the Closing, and (ii) the Closing occurs under this Contract or (y) any breach by Seller of any indemnity under this Contract which survives the Closing or termination of this Contract, in either the case of (x) or (y), Purchaser shall have any rights and remedies available at law or in equity by reason of such breach, excluding, however, any punitive, speculative or consequential damages or damages for loss of opportunity or lost profit. Except as otherwise provided in this Section 10.2, in In no event shall Seller be liable to Purchaser for any damages, including, without limitation, any actual, punitive, speculative or consequential damages or damages for loss of opportunity or lost profit. Notwithstanding anything contained in this SECTION 10.2 to the contrary, in the event of any other default by Seller under this Contract (including, without limitation, breach of any covenant, representation or indemnity) which survives the Closing or termination of this Contract, Purchaser shall have any and all rights and remedies available at law or in equity by reason of such default.

Default by Seller. If Purchaser shall not be in default hereunder and if Seller refuses or fails to consummate the Closing under this Contract other than due to a termination permitted hereunder or a failure of a condition precedent to Seller's obligation to close as set forth in Section 7.2 hereof, Purchaser may, at Purchaser's sole option, option and as its sole and exclusive remedies, either (a) terminate this Contract in which event neither party shall have any further rights, duties or obligations hereunder except for provisions of this Contract which expressly survive the termination hereof, and Purchaser shall be entitled to a refund of the Xxxxxxx Earnest Money Deposit, or (b) enforce specific performance of this Contractxxxx Xxntract against Seller and recover the costs of enforcing such action. Notwithstanding anything contained in this Section to the contrary, in the event of (x) (i) any breach by Seller of any representation or warranty under this Contract which survives the Closing, and (ii) the Closing occurs under this Contract or (y) any breach by Seller of any indemnity under this Contract which survives the Closing or termination of this Contract, in either the case of (x) or (y), Purchaser shall have any rights and remedies available at law or in equity by reason of such breach, excluding, however, any punitive, speculative or consequential damages or damages for loss of opportunity or lost profit. Except as otherwise provided in this Section 10.2, in In no event shall Seller be liable to Purchaser for any damages, including, without limitation, any actual, punitive, speculative or consequential damages or damages for loss of opportunity or lost profit. Notwithstanding anything contained in this Section to the contrary, in the event of Seller's breach of any indemnity, representation or warranty which by the terms of this Contract survives the Closing or termination of this Contract, Purchaser shall have any and all rights and remedies available at law by reason of such default; provided, that in no event shall Seller be liable to Purchaser for any punitive, speculative or consequential damages or damages for loss of opportunity or loss of profit.

Default by Seller. If Seller breaches, in any material respect, any of its representations or warranties or covenants or obligations to be performed by Seller under this Agreement and such breach continues for a period of ten (10) days (or such additional period, up to a total of sixty (60) days, as may be reasonably required to cure such breach) after receipt of notice thereof from Purchaser, then Purchaser may as its exclusive remedy under this Agreement before the Closing, terminate this Agreement in which case the Deposit shall be disbursed to Purchaser and Seller shall reimburse Purchaser for all of its reasonable and verifiable out-of-pocket expenses incurred in connection with this Agreement, including any and all costs of collection (including, without limitation, reasonable attorneys' fees), not to exceed Two Hundred Thousand Dollars ($200,000). It is understood and agreed that for purposes of this Section 10.1, if a default results from a false representation or warranty, such default shall be deemed cured if the events, conditions, acts or omissions giving rise to the falsehood are cured within the applicable cure period even though, as a technical matter, such representation or warranty was false as of the date actually made. The foregoing limitation on Purchaser's remedies shall not be in default hereunder and if apply to any breach by Seller refuses of (i) a representation or fails to consummate warranty under this Agreement that Purchaser asserts after the Closing in accordance with Section 6; or (ii) any covenants or obligations to be performed after the Closing by Seller under this Contract other than due Agreement. Notwithstanding anything to a termination permitted hereunder or a the contrary contained herein, Purchaser's remedies with respect to the failure of a condition precedent to SellerPurchaser's obligation to close as set forth in Section 7.2 hereof, Purchaser may, at Purchaser's sole option, as its sole and exclusive remedies, either (a) terminate this Contract in which event neither party shall have any further rights, duties or obligations hereunder except for provisions of this Contract which expressly survive the termination hereof, and Purchaser shall be entitled to a refund of the Xxxxxxx Money Deposit, or (b) enforce specific performance of this Contract. Notwithstanding anything contained in governed by Section 4 and this Section to the contrary, in the event 10.1 shall not apply such failure of (x) (i) any breach by Seller of any representation or warranty under this Contract which survives the Closing, and (ii) the Closing occurs under this Contract or (y) any breach by Seller of any indemnity under this Contract which survives the Closing or termination of this Contract, in either the case of (x) or (y), Purchaser shall have any rights and remedies available at law or in equity by reason of such breach, excluding, however, any punitive, speculative or consequential damages or damages for loss of opportunity or lost profit. Except as otherwise provided in this Section 10.2, in no event shall Seller be liable to Purchaser for any damages, including, without limitation, any actual, punitive, speculative or consequential damages or damages for loss of opportunity or lost profita condition precedent.

Default by Seller. If Seller shall be deemed to be in material default hereunder prior to Closing, Purchaser shall have the right to terminate this Agreement, in which case the Xxxxxxx Money shall be repaid to Purchaser, and Seller shall pay Purchaser for Purchaser’s actual costs incurred in its due diligence efforts not to exceed One Hundred Thousand and 00/100 Dollars ($100,000.00) as, subject to the “Break Fee” described below, Purchaser’s sole and exclusive remedy. Seller shall be deemed to be in material default hereunder and if Seller refuses or fails to consummate meet, comply with or perform any material covenant, agreement or obligation on its part required in this Agreement within the Closing under this Contract other than due to a termination permitted hereunder or a failure of a condition precedent to Seller's obligation to close as time limits and in the manner set forth in Section 7.2 hereofthis Agreement and fails to cure same within fifteen (15) days, Purchaser mayor such additional time reasonably necessary if Seller cannot cure such breach within the initial fifteen (15) day period, at Purchaser's sole optionafter its receipt of written notice of any such failure, if any representation or warranty made by Seller herein that is not qualified as to materiality shall be untrue or incorrect in a material respect, if any representation or warranty made by Seller herein that is qualified as to materiality shall be untrue or incorrect in any respect, as its sole and exclusive remedies, either (a) terminate this Contract in which event neither party shall have any further rights, duties or obligations hereunder except for provisions of this Contract which expressly survive the termination hereof, and Purchaser shall be entitled to a refund of the Xxxxxxx Money Deposit, effective date of such representation or (b) enforce specific performance of this Contractwarranty. Notwithstanding anything contained in this Section to the contraryIn addition, in the event of (x) (i) any breach by Seller of any representation or warranty under that the Purchaser terminates this Contract which survives the Closing, and (ii) the Closing occurs under this Contract or (y) any breach by Seller of any indemnity under this Contract which survives the Closing or termination of this Contract, in either the case of (x) or (y), Purchaser shall have any rights and remedies available at law or in equity by reason of such breach, excluding, however, any punitive, speculative or consequential damages or damages for loss of opportunity or lost profit. Except as otherwise provided in this Section 10.2, in no event shall Seller be liable Agreement pursuant to Purchaser for any damages, including, without limitation, any actual, punitive, speculative or consequential damages or damages for loss of opportunity or lost profit.this

Default by Seller. If Purchaser shall not be in default hereunder and if Seller refuses or fails to consummate the Closing under this Contract other than due to a termination permitted hereunder or a failure of a condition precedent to Seller's obligation to close as set forth in Section 7.2 hereof, Purchaser may, at Purchaser's sole option, option and as its sole and exclusive remedies, either (a) terminate this Contract in which event neither party shall have any further rights, duties or obligations hereunder except for provisions of this Contract which expressly survive the termination hereof, and Purchaser shall be entitled to a refund of the Xxxxxxx Earnest Money Deposit, or (b) enforce specific performance of this ContractXxxxxxct against Seller and recover the costs of enforcing such action. Notwithstanding anything contained in this Section to the contrary, in the event of (x) (i) any breach by Seller of any representation or warranty under this Contract which survives the Closing, and (ii) the Closing occurs under this Contract or (y) any breach by Seller of any indemnity under this Contract which survives the Closing or termination of this Contract, in either the case of (x) or (y), Purchaser shall have any rights and remedies available at law or in equity by reason of such breach, excluding, however, any punitive, speculative or consequential damages or damages for loss of opportunity or lost profit. Except as otherwise provided in this Section 10.2, in In no event shall Seller be liable to Purchaser for any damages, including, without limitation, any actual, punitive, speculative or consequential damages or damages for loss of opportunity or lost profit. Notwithstanding anything contained in this Section to the contrary, in the event of Seller's breach of any indemnity, representation or warranty which by the terms of this Contract survives the Closing or termination of this Contract, Purchaser shall have any and all rights and remedies available at law by reason of such default; provided, that in no event shall Seller be liable to Purchaser for any punitive, speculative or consequential damages or damages for loss of opportunity or loss of profit.